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|Law: Contract(s)||Law (general)|
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|Chinese to English: 关于发起设立股份有限公司的有关法律建议|
|Source text - Chinese|
第一部分 发起人初步达成设立公司协议 ，并向地方商务部递交下述文件
|Translation - English|
The Relevant Legal Advice on Launching a Joint Stock Company
To the vice-president of American Forest Mushroom Company Mr. Sun Xiaoguang
Commissioned by your company, Shaanxi Jinxin Trademark Office appoints attorney Ming Li to provide the following consultation suggestion especially on your firm’s relevant law question on investing in China to set up a joint-stock company and planning for three years mainboard going on the market in domestic. For reference purpose only.
A. Basic Situation
Based on your company`s investment intention, the newly setted up company is Chinese-foreign joint venture limited liability company and its main camp scope is the mushroom mold mushroom spawn cultivation and so on. The stockholder’s right structure should be: three domestic capital legal person stocks, a foreign capital legal person stock. Foreign capital legal person stock by cash investment, domestic capital legal person stock by domestic land, equipment and so on fixed asset investment.
B. Several legal advices about the scale of the company’s setting up
1. Basic condition request of the domestic publisher listed on mainboard based on China Securities Regulatory Commission (CSRC).
a. In recent 3 fiscal years, net profit is the positive number and its accumulation also surpassed the Renminbi 30,000,000 Yuan. The net profit buckles only when around non-recurring gains and losses lower for computation basis.
b. In recent 3 fiscal years, the cash current capacity net amount accumulation produced by operating activities surpassed the Renminbi 50,000,000 Yuan; or the recent 3 fiscal years business income accumulation surpassed the Renminbi 300,000,000 Yuan.
c. Capital stock total amount many in Renminbi 30,000,000 Yuan before releasing.
d. In the most recent term end, the intangible asset accounted for the net assets the proportion not to be higher than 20%. (after deduction land employment right, water surface cultivation power and mining right and so on)
e. The most recent term end did not exist loss that has not made up.
f. Publisher’s registered capital already full amount payment. The property rights shift procedure of the initiator or the shareholder’s property which serves as the investment should have handled finished. And publisher’s main property does not have the heavy power authority to be the dispute.
g. Publisher’s production management should conform to legal, the administrative rules and regulations, the articles of incorporation stipulation, and conforms to the country industrial policy.
h. In the publisher’s recent 3 years, the main camp service and the trustee, the higher management has not had the tremendous change. And its actual control person not has a change.
i. Publisher’s stockholder’s rights are clear. The publisher stock hold by the holding shareholder and the shareholder who is controlled by the holding shareholder and actual controls person has not to exist the heavy power authority to be the dispute.
According to the above, suggests the new company registered capital above 30,000,000 Renminbi. Simultaneously, rests on , and the implementation rule related stipulation, the cash investment does not have to be short in the total capital 30%, and in the Chinese-foreign joint venture investment ratio, the foreign capital does not have to be short in the total capital 25%.
2. Main routine on initiating and setting up
The first part:
The initiators achieve preliminary the company sets up agreement, and submit following documents to place department of commerce:
a. Paper on asking the place commercial department for instructions.
b. Signature applications from directors (the one who entrusts the intermediary agency to handle should have the warrants and relay reports)
c. Initiator agreement and regulation signed by directors.
d. Investor’s subject qualification (including the legal representative’s proof document) or identification documents should pass through notarization by the country notarization institution and after authentication by our country in this country’s embassy and consulate. Credit proof document.
e. Business name prior approval written notice.
f. Proof document for using registration address.
g. If the registered capital above 100,000,000 US dollars, directors should submit the national Development and Planning Commission project to approve to give a written reply.
h. Written opinion from the land management department, and the environmental protection department.
i. Request power of attorney should provide only if Involves the request authorization signature.
j. Other documents requested by department of commerce.
k. The applicant should submit company launching feasibility study report and property appraisal report to the place commercial department.
The second part:
The above document after examine the agreement by the department responsible for the work, should relay to province, the autonomous region, the municipality and plans singled out city Foreign Economics and trade Department from the department responsible for the work. When the above document after approving by the province, the autonomous region, the municipality and plans singled out city Foreign Economics and trade Department, the initiator could officially sign the company sets up agreement and the regulation.
The third part:
The initiator sign the company sets up agreement and the regulation, and then report to the province, the autonomous region, the municipality foreign economics and trade department examines the agreement. After its examination and approval, the initiator should subject to approval and examination by the foreign trade economic cooperation department. The foreign trade economic cooperation department within 45 days of receipt of the application, decide whether to approve or disapprove it.
The fourth part:
Setting up the company agreement and the regulation after the foreign trade economic cooperation department authorization, the initiator should depend on the authorized certificate which the foreign trade economic cooperation department issues to the bank to open the special-purpose account in 30 days. The initiator should totally pay its subscriber stock in 90 days from the date of authorized certificate signing and issuing. The initiator should undertake the associate payment responsibility before the stock distributed by the company has been totally paid. When the company cannot set up, initiator undertakes the associate responsibility for the expense and debt caused by setting up behavior.
C. About Cooperation
Our firm takes “supreme service, the good faith is the gold” as an object, wish to reach cooperation intention with your company. And we hope complete your commission affaire about investing in China and setting up an incorporated company and entire business before issuing enterprise corporation business license (Including the verification of written instructions, the sketch of joint capital agreement, the formulation of articles of incorporation, the industry and commerce registration and so on). Therefore, looks your firm to provide the following document, in order to following work march:
a. Director’s business license and the main camp operating guide line. (recent 3 years)
b. The proof documents about the property right of the domestic capital investment capital.
c. Overseas-funded enterprise's legal person subject qualification.
d. The draft about the pooling capital to set up the company. (including industrial investment intention, industrial forecast, joint capital contract and so on)
|Years of translation experience: 9. Registered at ProZ.com: Dec 2008.|
Profile last updated
Dec 14, 2008